On May 1, 2026, the Private Investor Coalition, Inc. (“PIC”) submitted a rulemaking petition to the Securities and Exchange Commission (the “SEC”) requesting amendments to the definitions of “qualified purchaser” (as defined in Section 2(a)(51) of the Investment Company Act of 1940 (the “Investment Company Act”)) and “qualified institutional buyer” (“QIB”) (as defined in Rule 144A(a) under the Securities Act of 1933 (the “Securities Act”)) to include “family offices” and “family clients” in a manner consistent with the SEC’s accredited investor definition in Rule 501(a) under the Securities Act.
PIC argues that rulemaking is necessary and appropriate because existing definitions do not fully account for the sophistication and resources of “family offices” and “family clients” that may be able to evaluate private offerings and bear the associated risks. The petition follows the SEC’s 2020 amendments to Rule 501(a), which added “family offices” and “family clients” as new accredited investor categories at a $5 million threshold. Accordingly, PIC requested that the SEC amend the QIB definition under Rule 144A to include “family offices” and “family clients,” using a $100 million threshold rather than the $5 million threshold that applies under the accredited investor definition. PIC has also requested corresponding treatment for qualified purchasers.
If the SEC adopts these amendments, the practical effect would be to expand the universe of investors able to qualify as qualified purchasers or QIBs. Private fund sponsors, placement agents, and other market participants would need to update investor questionnaires, subscription documents, Rule 144A representation letters, transfer procedures, and onboarding processes to reflect the revised eligibility standards and may be able to broaden participation in offerings and funds that currently rely on qualified purchaser or QIB status. Read the full petition here.